Vertex Pharmaceuticals Incorporated Annual Non-Employee Board Compensation Policy

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation policy for non-employee directors of Vertex Pharmaceuticals Incorporated. It specifies annual cash retainers, additional fees for committee chairs and members, and compensation for the Lead Independent Director. Directors also receive annual and initial equity grants, with options and restricted stock units subject to specific vesting schedules. Directors may choose to defer their cash and stock compensation into deferred stock units, which convert to common stock under certain conditions.

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EX-10.39 5 a10k_2021-exhibit1039.htm EX-10.39 Document
Exhibit 10.39


Vertex Pharmaceuticals Incorporated Annual Non-Employee Board Compensation
Annual Retainer
$100,000
Committee Chair Compensation
Audit & Finance Committee Chair
$30,000 annual retainer
Management Development & Compensation Committee Chair
$25,000 annual retainer
Corporate Governance & Nominating Committee Chair
$25,000 annual retainer
Science & Technology Committee Chair
$25,000 annual retainer
Committee Membership Fee (Non-Chairs)
Audit & Finance Committee Member
$15,000 annual retainer
Management Development & Compensation Committee Member
$12,500 annual retainer
Corporate Governance & Nominating Committee Member
$10,000 annual retainer
Science & Technology Committee Member
$10,000 annual retainer
Lead Independent Director Compensation
$40,000 annual retainer
Annual Equity Grants
Annually on May 1, $400,000 in value-based awards, comprised at the director's election of restricted stock units and/or options
•Options are fully vested upon grant
•Restricted stock units cliff vest on the 1 year anniversary of the grant date
Initial Equity Grants
On date director joins the board of directors, a $400,000 restricted stock unit award that vests on the first anniversary of the grant date.
Each of our non-employee directors is eligible to defer the cash and restricted stock portion of his/her compensation set forth above and elect to receive deferred stock units that convert to common stock in specified circumstances.